MKB Juristen drafts custom legal documents
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Having a ratification statement drafted by a legal expert typically costs €150 to €450 for a single legal act at a specialized SME lawyer, and €400 to €900 if it concerns a series of contracts for a BV in formation or if the authority of representation needs to be determined. For this, you receive a statement that specifies the correct legal basis (Article 2:203 of the Dutch Civil Code or Article 3:69 of the Dutch Civil Code), conclusively describes the ratified act, and is signed by an authorized party. For a single simple contract, you can often handle it yourself.
The short answer
- Costs: €150 – €450 for a single legal transaction.
- Multiple contracts: €400 – €900, including inventory and authorization check.
- Process: intake, submission of documents, draft, revision round, signing and dispatch.
- Lead time: often one to five working days.
- Why: to relieve the acting person of joint and several liability.
- When self-employed: one clear contract, one founder, small stake.
How much does it cost to have a statement of ratification drawn up?
The price depends primarily on the number of actions to be ratified and on whether jurisdiction needs to be investigated. Approximate guide rates for a specialized SME lawyer:
- One legal act, complete data: € 150 – € 450.
- Series of contracts of a BV in formation: € 400 – € 900.
- Assessment of a submitted statement: € 100 – € 250.
- Investigation into authority of representation and articles of association: €200 – €500 additional.
- Associated board resolution and shareholders' resolution: often €100 – €300.
Compare those amounts against the stakes involved. If ratification is withheld for a BV in the process of being incorporated, the person who signed remains jointly and severally liable for the entire agreement pursuant to Article 2:203, paragraph 2 of the Dutch Civil Code. In the case of a five-year lease, that personal risk quickly runs into tens of thousands of euros.
What do you get for it?
The document itself is short. The value lies in what precedes it:
- of legal basis. Does Article 2:203 of the Dutch Civil Code (acts on behalf of a BV in formation) or Article 3:69 of the Dutch Civil Code (unauthorized representation) apply? Both lead to different wording and different consequences.
- Authority check. Who is authorized to sign on behalf of the company according to the articles of association and the Trade Register, is a board resolution required, and is there a conflict of interest (Art. 2:239, paragraph 6 of the Dutch Civil Code)?
- Conclusive description. Exactly which actions are ratified and on what date the rights and obligations transfer.
- Risk assessment. Explanation of the residual liability under Art. 2:203 paragraph 3 of the Dutch Civil Code and of the liability of directors as long as registration in the Trade Register is missing (Art. 2:180 paragraph 2 of the Dutch Civil Code).
- Timing. In cases of unauthorized representation, speed matters: an interested party may set a reasonable time limit (Art. 3:69, paragraph 4 of the Dutch Civil Code), and a prior rejection by the counterparty blocks ratification (paragraph 3).
The process
- Intake. The legal expert establishes which actions have been performed, by whom, in what capacity, and with which counterparty.
- Documents. You submit the contracts, the deed of incorporation, the articles of association, and an extract from the Commercial Register.
- Draft. The legal expert prepares the statement, including an administrative decision and an indemnity where necessary.
- Revision round. You discuss the draft and adjust the scope where necessary.
- Signature and dispatch. Authorized signature, dispatch to the counterparty, retain proof of dispatch.
The turnaround time is usually one to five working days. If the articles of association are missing or it is unclear exactly who signed at the time, this will take longer.
When should you hire a lawyer?
A lawyer is worth the investment in these situations:
- Multiple founders or directors, where not everyone wants to bear the same risks.
- A series of contracts from the BV incorporation phase that you want to settle in one go.
- Long-term obligations such as rent, lease, or employment contracts.
- Doubt regarding the authority of representation or a statutory two-signature rule.
- A counterparty who already takes the position that the agreement does not bind him.
- A company in a financially strained position, bringing Article 2:203 paragraph 3 of the Dutch Civil Code into play.
What the lawyer cannot repair
Two matters lie beyond the scope of a valid explanation. First, residual liability: ratification does not relieve the acting person of the damages if he knew or could reasonably have known that the company would be unable to perform. If the BV goes bankrupt within one year of incorporation, such knowledge is presumed to have existed, subject to proof to the contrary.
Secondly, the passage of time in the case of unauthorized representation. If the counterparty has already rejected the act as invalid due to the lack of authorization, ratification no longer has any effect. What remains then is a negotiation regarding a new agreement, or a discussion concerning the liability of the party who acted without authorization (Article 3:70 of the Dutch Civil Code).
Practical example
In January, two partners rent commercial premises for five years on behalf of their BV (private limited company) in formation. The deed is executed in March. They have a legal expert draft a statement of ratification, together with a board resolution and a mutual indemnification. Costs: approximately €500. Without that statement, both remain jointly and severally liable for the entire lease term. The difference between that €500 and the personal risk associated with a five-year lease obligation requires little explanation.
Honest recommendation
You do not need a lawyer for a single, straightforward contract of limited interest, where you are the sole founder, sole director, and sole shareholder, and the Trade Register unequivocally shows that you have independent authority. A brief statement in which you name the agreement, including the date and counterparty, refer to Article 2:203 of the Dutch Civil Code, and send it by registered mail is sufficient. The same applies if the counterparty provides their own form, which you only need to check for scope and date. However, do have it handled by a third party in cases involving multiple parties, long-term or substantial obligations, when there is doubt regarding authority, or if the company is in a financially precarious position. In those cases, the statement determines who bears the risk, and that is too important to rely on intuition.
More background: what is a statement of ratification and drafting a statement of ratification. Have one drafted immediately? Go to statement of ratification.
Frequently Asked Questions
With a specialized SME lawyer, the cost is typically €150 to €450 for a single legal transaction. If it concerns a series of contracts for a BV in formation or if the power of representation needs to be determined, this rises to €400 – €900. Having a submitted statement assessed often costs €100 to €250.
In five steps: intake to map out the actions performed, submission of contracts, deed of incorporation, articles of association, and Chamber of Commerce extract, a draft with a board resolution where necessary, a revision round, and finally authorized signing and dispatch to the counterparty. Turnaround time usually one to five working days.
The contracts to be ratified, together with annexes, the deed of incorporation, the current articles of association, and a recent extract from the Trade Register. In the case of unauthorized representation, also the correspondence with the counterparty and any powers of attorney or internal mandate arrangements.
For a single, straightforward contract involving a limited interest, in which you are the sole founder and independently authorized director, this works perfectly fine. Name the agreement with the date and counterparty, refer to Article 2:203 of the Dutch Civil Code, sign with authority, and send the declaration by registered mail. In the case of multiple parties involved or significant interests, it is advisable to have someone review the agreement.
In the case of a BV in the process of incorporation, this is only possible after the deed has been executed, and the longer you wait, the longer the acting person remains jointly and severally liable. In the case of unauthorized representation, speed is of particular importance: pursuant to Article 3:69 paragraph 4 of the Dutch Civil Code, an immediate interested party may set a reasonable period after which ratification is no longer possible.
Not complete. Art. 2:203 paragraph 3 of the Dutch Civil Code holds the acting person liable for damages if he knew or could reasonably have known that the company would not be able to perform, with a presumption of proof in the event of bankruptcy within one year of incorporation. Moreover, as long as the first registration in the Trade Register is missing, Art. 2:180 paragraph 2 of the Dutch Civil Code applies.
Ratification does not require the cooperation of the counterparty; it is a unilateral legal act. However, you must inform them. If, in the case of unauthorized representation, they have previously indicated that they consider the act invalid due to the lack of authorization, then ratification will no longer have effect (Article 3:69 paragraph 3 of the Dutch Civil Code), and all that remains is negotiation or a discussion based on Article 3:70 of the Dutch Civil Code.
